Spider-Loki
by TWDGamerKenny'sBro
Summary: Warning: Season 3 Spoilers. Read at your own risk. Spiderman had been waiting for this moment for a long time. He was finally an Avenger, working along side hero's like Thor, Hulk, Hawkeye, Black Widow and Captain America. Sadly, Loki had to come along and turn his world upside down.
1. Chapter 1

Spiderman watched as a bright green ball of energy erupted from Loki's spear. The next thing he knew, he was flying through the air at an alarming rate. His natural reaction was of course, to scream. Quite loud, actually as he went hurtling towards the Avengers tower.

The rookie Avenger went crashing through one of the windows, the glass shattered in the process. Spiderman opened his tightly shut eyes to discover that he was back where he started, in his room, with shards of glass scattered around him with some of the shards digging into his flesh.

Loki followed shortly after, flying through the gapping hole in the window with his spear glowing bright once again. Spiderman felt a tingling sensation as pieces of glass worked their way out of his system and went towards the window, joining the other pieces that had come from the floor, mending it instantly.

Loki approached Spiderman as he gradually got to his feet and pressed his hand against the wall, using it as support "Okay, now you're in for it, pal" he slurred, slightly dazed after suffering a heavy trauma to the head.

Loki's bright blue eyes glinted, there was a hint of mischief in his gaze as he lifted his hand and began to speak, all the while there was a mystical green light shrouding his hand "You are weak, Spiderman. Weary, sleep. Sleep. Sleep." He told him gently.

Spiderman's head began to throb and his eye lids grew heavy. He tried to fight it but to no avail, his consciousness slipped away and his body swayed. The last thing he remembered was his eyes shutting before he collided with the ground.

* * *

When he came round what felt like only mere moments later, he knew something was deathly wrong. His head was still pounding, causing his vision to blur as he tried desperately to focus. He let out a pained groan, although the noise that escaped his mouth was not what he was use to.

_What's Loki done this time?_ He wondered, the asgardian was well known for his tricks. As his vision returned to him, he lifted his hand and rubbed the back of his head, the only problem was that he did not grasp onto his spiderman costume material but instead thick, long-ish hair. And something else, something metal. A helmet?

As he lifted his head and stared at the window, his suspicions were confirmed. The reflection that stared back at him was not his own, but Loki's. His eyes widened in shock and disbelief, and the reflection did the same as he pressed his hand on the glass.

"No, no, no, no, nooooo!" He cried. His voice sounded like Loki's too. "This is worse than the time when he turned me into a pig!" He exclaimed, panic beginning to set in.

"At least then I was sort of cute" he murmured with a grimace. "Okay, the important thing is not to panic" he said, trying to calm himself down. Spinning on his heels, he swung round, quickly scooping up Loki's spear which had been lying on the ground and marched towards the exit.

As he made his way out of his room, he glanced round before walking down the hall way. Once he reached two alternating paths, he looked at both routes before turning right.

"Gotta stay calm" he reassured himself aloud "Simply explain what happened before the others jump to the wrong conclusion and-" he sentence was cut off as he got his spear caught on the green cape that trailed behind him. He tripped up and stumbled forward, reaching out his hands he braced himself for the inevitable. When he hit the floor, the spear was activated accidentally, another green magically orb erupted from the staff and went flying down the corridor.

"-Smash me!" He squeaked, noticing that the orb had hit Hulk in the shoulder blade, leaving black smug with black smoke still rising from the scorch mark.

"Smash you? Good idea!" Hulk exclaimed, and began charging down the corridor and directly towards Spiderman. Spiderman had only just managed to get to his feet when he saw a giant green fist swinging in his direction.

The punch sent him flying into the air, the force causing him to smash through several floors. He had crashed through over three floors when he ended up in the training room. Once inside, he finally stopped flying and instead started falling.

He hit the ground with a loud thud, the collusion knocked the breath out of him, severely winding him. _I'm not sure how much more of this I can take_. He thought to himself as he struggled to get back up.

"Hey, there you go" Hawkeye's voice called out from behind. Spiderman had clearly missed out on part of their conversation as he looked over his shoulder to see said Hawkeye, Black Widow and Captain America gathered behind him, all prepared to do battle.

"Warning: Hulk reports a breach of tower security by Loki" a mechanical voice announced.

Spiderman turned to face the three of them, completely aware that being in this body was not doing him any favours. Maybe he could talk his way out of this one. "No! Wait-" he began, only to be cut off by Hawkeye's arrow, the explosion sending him staggering backwards.

"I'm not-" Captain America's shield hit him directly in the face.

"Really-" Black Widow kicked him, the blow sent him bouncing across the floor and then crashing into the wall, the force of the collusion causing cracks to emerge.

Spiderman let out another pained groan, this was not how he wanted his first few days with the avengers to go.

"Loki" the familiar voice of Tony Stark commented as he flew down in his iron man suit.

"That's right!" Spiderman exclaimed, the fact that someone might actually believe him clouded his judgement and as he heard the small grunt Tony made he began to regret opening his mouth.

"Oh no. I mean that's wrong!" He cried, but it was too late as Iron Man blasted him with his laser canons. There was now a hole in the side of the building, the blast sent Spiderman flying out and crashing into some support beams on the outside.

He was dangling from a ledge when Thor approached him, seeing the asgardian filled him with hope, since Thor and Loki were brothers and Thor knew Loki well, surely he could tell that he wasn't the real one.

"Finally" Spiderman breathed a sigh of relief as he scrambled back onto the building "If any one could tell I'm not the real Loki it'd be you, right?"

A lightening bolt struck the ground beside him, sparks of electricity rushed through the ground beneath him "More trickery from the prince of lies" Thor growled, the lightening bolt was his doing.

"Woah, woah, woah, wait!" Spiderman slurred.

"Be gone!" Thor yelled, lifting his hammer and throwing it towards him. On impact with Spiderman's stomach, the hammer and himself went flying across New York cities skyline all the while he was screaming; "But I'm really Spidermannnnnnnnnnnnnn!"

Spiderman crashed into the daily bugle board, the large television-like screen now had a gapping hole in one of its lower corners as Thor's hammer went flying and back towards the Avengers tower.

"Ouch" Spiderman murmured with another pained groan, rubbing his shore head as electricity crackled around him. "How come I'm still alive? Must be that crazy asgardian invulnerability" he stated aloud. He was also amazed by the fact that he'd managed to keep hold of Loki's staff for so long.

"I told you Spiderman was no good!" The voice of J. Jonah Jameson boomed from behind.

"How the heck does he know?" Spiderman questioned, glancing over his shoulder and staring at the trimmed-moustache man on the screen above him.

"Last night citizen proclaimed Spiderman a hero. Breaking News: He is now attacking the city with a legion of monsters"

On the screen were several scenes of strange-asgardian looking creatures cloaked in a black substance. Spiderman had managed to climb out of the hole by this time and had a much better view of the large screen now "Those monsters look like... Venom! But where'd they come from?"

The camera changed to reveal Loki, who was in Spider-Man's body, standing on top of a building above all of the chaos "Forward! Bring this city to it's knees!"

"So that's what horn heads really up to; Wrecking the city and setting me up to take the fall!" Spiderman shock his fist angrily.

"Just look how he thank's his trusting teammates the Avengers!" Jameson proclaimed, with an image of Thor and Hulk battling what seemed to be a dragon with the same venom substance that cloaked its body.

"Don't worry New York, there's more where that came from!" Loki began to laugh evilly.

"No!"

* * *

**Hey. You may be thinking that this is Season 3 Episode 1 just in story form. Well, it's not. Next Chapter I'm rewriting the plot of the episode. I felt like this needed to be done because the adverts for this episode led me to believe that the body swap between Loki and Spiderman would be the main purpose of the 1 hour special, like with Wolverine and Hulk before. Sadly, it wasn't.**

**Also, I like body swap sub-plots. Don't judge, they're quite interesting. I'm not really sure why I like them myself XD **

**So anyway, in short, I'm gonna make the body swap between Loki and Spiderman a bit different. **

**See you in chapter 2. **


	2. Chapter 2

Spiderman's brow furrowed as he swung round, giving his staff a quick glance "Fly me too Loki, the real one" he ordered, holding it out. The staff remained inactive, and instead of flying, he lost his balance and fell down towards the street below.

The green cape became draped over his head as he lie face down against the concrete "Loki doesn't fly? I thought Loki flew" he murmured crossly as he push the cape away. Getting to his feet and brushing off his armour, he looked to the skies to see Thor floating down.

"Loki!" Thor called to him.

Spiderman's instincts told him to flee, but the kind expression on the asgardian's face made him stay.

"Thor..." He exchanged.

"Is it true that Spiderman's mind lurks within thee?" He asked.

"Yes! Thank goodness someone finally believes me" Spiderman breathed a sigh of relief.

"It makes sense, I suppose. If it were truly Loki that attacked our tower he would have battled us without mercy. You were clearly just trying to warn us, forgive me for acting so quickly. It's just hard to trust my brother after everything he's done"

"It's fine, I get it". "So, can you fix this? Y'know, switch us back?"

"I cannot. Loki cast the spell, only he can break it."

"But I'm Loki! -Sort of. Maybe I could work this thing *lifts staff* and switch us back. I'd need to get pretty close, though"

"We'll have to worry about switching you two back later, for now, we must defend the city from these monsters, and maybe we'll be able to find Loki whilst doing so"

"Alright, I can do that, there's just one small problem..." Spiderman murmured.

"What's that?" Thor questioned.

"I have no idea how to fly"

"Come, um" Thor paused, unsure of what to call this strange Spiderman-Loki hybrid "Spider-Loki, I shall guide you"

Thor took hold of of Spider-Loki's cape and carried him up to the Avengers Tower where the others had gathered after taking care of several venom-covered, asgardein monsters, but more were still rampaging in the city below.

"Hey, uh... Kid" Iron man greeted awkwardly "Sorry about the mix up" he apologised.

"It's okay. I probably would've down the same"

Captain America approached him "Good to have you on board, Spiderman. Hopefully we can fix you somehow"

"If yo don't mind, Captain, I'd like to call my team and get them here to help"

"Sounds good. We do need some more people to help hold down the fort. You go contact them in the tower, we'll deal with the venom creatures till you get back"

Spider-Loki smiled. He felt odd without a mask... Maybe a bit uncomfortable. To be honest he felt uncomfortable on this body, but he had to deal with it. Trying his best to not trip over his cape, he made his way inside the Avengers Tower, thankfully he wasn't greeted by a large number of Avengers all trying to engage in a fight with him.

Once he reached his room, the place where it all started, he collected his communication watch, which he had left behind earlier when he was trying to have 'Spidey me time'. He contacted his old team, White Tiger, Power Man, Iron Fist and Nova.

Nova was the first to appear on the screen and snorted a laugh when he met eyes with Spider-Loki. "Hey, Spidey, nice helmet" he chuckled immaturely.

"Real funny, Nova"

"You're starting to make a habit of this" White Tiger commented.

Nova paused from laughing "Wait, wait-" he caught his breath "This has happened before?"

"Yeah, he switched bodies with the Hulk. And Fury told me he switched bodies with Wolverine as well. It seems to follow him around"

"Laugh all you want, but there are a bunch of venom-creatures invading the city, and I need your helped"

"You need us?" Power man questioned.

"You're with the Avengers now, why would you need us?" White Tiger asked "Being a big hero and all"

"Just because I'm with the Avengers, doesn't mean I don't need you. We're still a team no matter what" Spider-Loki stated with a brief, warm smile.

A wave of silence washed over them. "This is really weird" Nova commented.

"You can imagine how I feel"

"We're on our way, Spidery" Nova told him. His old team shut down their communication watches.

Spider-Loki sighed and placed his watch down where he found it and quickly exited his room, running back to the roof.

His old team would be hear soon, and then the fight against the venom-creatures would begin.

* * *

**Just a short little chapter to let you know I'm back! Well, I've been here all along, but I got distracted. **


End file.
